When Stars Do Fall
by Lady Red Buck
Summary: Blamed for the death of their master, Leo the Lion and his comrades are banished from the spirit realm. Disfigured and cursed to suffer in the human world, they are running out of time to find a new wizard to serve. Of the few celestial mages left, who of them could learn to love a beast? Loke/Lucy
1. Prologue

**Summary** : Slight AU. Almost a century in the past, the leader of the Zodiac spirits slayed his master to free himself and his comrades from their abusive bond. For this act of treason, he and every spirit in his wizard's charge were cursed to live as disfigured beasts and banished from the celestial realm to suffer in the human world. The only way to reclaim their original bodies and return home is to serve a new wizard, but they are running out of time. Of the few celestial mages alive, who of them could learn to love a beast? Leo/Lucy.

A/N: Inspired by the tale of Beauty and the Beast. This is an AU, so the rules of celestial magic will be altered some to better fit this story. For more details see chapter one or visit my profile :) Hope you like what you read! And thank you for dropping in!

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 **Prologue : When Stars Do Fall**

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 _To my dearest Lucy,_

 _I think it is time to tell you about Karen Lilica._

 _Once a beautiful and powerful celestial mage, now lost to the pages of a history no one cares to remember._

 _I apologize, I'm getting a bit ahead of myself._

 _How do I begin this story? It's hard to play the narrator, pretending to know everything when you weren't there to see anything at all. In truth, I do not know the details, and those are what make all the difference in a tragedy like this, aren't they? They determine who wins or loses, why someone loves or hates, and when someone is innocent or guilty._

 _As I said, I don't know the details, so I can't honestly tell you exactly why things ended up the way they did… but there are things I am certain of. Details that my grandmother, a powerful celestial mage in her own right, was present for. Events she witnessed with her own eyes and recalled in explicit particulars. They were small things, but for her they added up to create whole existences. She told me tales of the charming smile of a lion, the soft laugh of a ram, and the kind heart of a somewhat perverted bull. They were our friends, which makes it all the more difficult to chronicle their fall and remain unbiased._

 _Back to Karen Lilica._

 _She was… a lost soul. Had she always been this way? Had she been cruel from the start? No, I don't believe so. We are all born hardwired to love one another. A baby does not look into the face of his mother and decide to hate her because of the shape of her nose, her lack of wealth, or the mistakes of her past. He loves her, without motive or incentive, without any semblance of a filter. He simply loves her because the world has not yet told him he should feel any other way about her. I believe Karen started out innocent, though in saying this I do not mean to displace blame, or justify the way she would come to treat others. My point is, my dearest Lucy, we are all tempted to stray from the virtuous path fate has so plainly paved for us. I have never met a person who has not committed some kind of wrong in their life. Though I know you think the world of me, I too have trespassed against others. I have hurt people, Lucy. And you will too. It is okay to make mistakes. There are few crimes so severe they cannot be forgiven. We must humble ourselves and acknowledge our own faults and transgressions before condemning Karen for hers…_

 _Karen's faults were many._

 _She was a gifted wizard, and well aware of the fact. Her vanity was as infamous as her beauty. She amassed the greatest collection of keys in celestial magic history, her thirst for power was unparalleled. She surrounded herself with immoral men, the kind that I'm afraid will someday break your heart. Perhaps she did this to distract herself from her own sorrow. We all go to great lengths to dull the sting of heartache, to silence our demons. We indulge in behavior we know is not healthy for us in attempt to escape ourselves… but I digress. Karen often left her spirits to clean up her messes and entertain the men she had encouraged to pursue her, this task usually befell the unfortunate spirit known as Aries. She was such a gentle creature, so meek and mild. Understandably, this abuse of authority upset the other spirits in Karen's charge… I believe it was the spark that ignited their fear and detestation for her. In their defense, they obeyed their master's wishes with little protest. However, the more lenient they proved themselves to be, the more liberties she took with them._

 _Karen had truly become their master in the sense that she no longer saw her spirits as partners, but slaves._

 _Ultimately, her actions did not go long without consequences._

 _Karen's fellow guildmates spoke out against her mistreatment of the celestial beings. They proposed that she either start to show respect to her spirits or sever her contracts and forfeit the keys to a celestial wizard more deserving of them._

 _As you can imagine, this ultimatum did not please Karen at all. As rumors began to circulate about her cruelty and her guild began to pressure her to relinquish her most powerful spirits, she only became more bitter and angry. She began to take revenge on her spirits, accusing them of purposefully making trouble for her. She was verbally and physically abusive to them and punished them by forcing them to endure life in the mortal plane for days._

 _Lucy, you must never do this. A spirit cannot survive in our world very long before they start to weaken. Spirits cannot die, but if they become trapped here their essence will be put in serious danger. Once their well of magical energy is exhausted they will disappear entirely. They cannot be saved should it come to circumstances this extreme. Even the almighty Zodiacs cannot endure life on earth for too terribly long._

 _I know these grievous accusations laid against Karen to be true. My grandmother was visited several times by Leo the Lion, the leader of the Zodiac spirits, and he often confessed to her of his master's brutality. He was a very powerful spirit, capable of forcing open his own gate and dwelling in the human world for weeks at a time. At first, Leo wanted a peaceful solution, hoping that Karen's friends would be able to talk some sense into her, to alter her perception of how the bond between a spirit and its master should work. Regrettably, that never happened. Finally, there came an instance Karen was particularly violent with Aries. She beat the ram spirit relentlessly and nearly drained her of all her energy by holding her prisoner in our world for almost a week. It was then, everything changed._

 _Sensing the peril Aries was in, the Zodiac leader summoned himself to his master's side, immediately enraged by the sight of his friend chained up, looking to be on death's doorstep. He demanded of Karen that she sever the contracts not just with him and Aires, but all of her spirits. Karen denied his wish and tried to force him back to the celestial realm, but Leo refused to leave until his requests were satisfied._

 _I believe what happened next, Leo did not plan or intend._

 _You see Lucy, Leo is a very powerful spirit. He is fifty times superior to any given silver key, and ten times more powerful than Aries. To wield such a key as his requires a great deal of magical energy and strength on the wizard's part, and in that moment Karen was trying to support not just one, but two Zodiac spirits. She stubbornly held her ground, determined to keep Aries trapped in the mortal world until Leo left. Neither were giving an inch. Leo used less of his own power and relied more on Karen's hoping she would eventually surrender Aries out of fatigue._

 _Not very much later, I believe it was only a few days, Karen used up the last bit of her life force, and she died. She commanded over half a dozen gold keys. Eight of the twelve Zodiacs have not been seen since that day. Countless silver keys disappeared as well._

 _I have spoken with my spirits several time on this matter, I can tell that it pains them to think of it. The most I know is that every spirit in contract with Karen was collectively banished from the celestial world. As a result, I'm afraid I am ignorant as to their whereabouts today._

 _So who is at fault for this travesty? I'm not confident that casting blame is really all that important anymore. I am sorry my darling. I don't like telling you sad stories… but this is not a mere fairytale. This is your history. It will affect you and every mage who harbors the ability to wield celestial magic forever. This is a lesson, my dearest daughter. Treat the spirits bonded to you like family. Be as willing to protect them as they are contracted to fight for you._

 _It is a shame that you and I will never have the opportunity to meet the missing eight Zodiac spirits, and a disgrace that their last master only brought them pain and misery. I hope wherever they are, they are safe._

 _Perhaps one day you will find out where they ended up my dear._

 _Then you can tell me what happens when stars do fall._

 _Love,_

 _Mama_


	2. Chapter 1: Send Me On My Way

**Summary** : Slight AU. Almost a century in the past, the leader of the Zodiac spirits slayed his master to free himself and his comrades from their abusive bond. For this act of treason, he and every spirit in his wizard's charge were cursed to live as disfigured beasts and banished from the celestial realm to suffer in the human world. The only way to reclaim their original bodies and return home is to serve a new wizard, but they are running out of time. Of the few celestial mages alive, who of them could learn to love a beast? Leo/Lucy.

 **A/N** : Hey there folks! First, thank you so much for dropping in and giving this story a look! I really appreciate it. I'm a bit new to the Fairy Tail fandom! I recently watched the entire show up the point where the Zodiac spirits turn on their masters and basically become entirely new characters. These recent developments have really sparked a sudden interest in me to explore and push the boundaries of the relationship between Loke and Lucy. My goal with this story is to do my best to match the tone of the anime and keep the integrity of the characters intact whilst plunging them into what is essentially an AU. As you have hopefully been clued in by the summary, this fic is inspired by the tale of Beauty and the Beast (Ugh, one of my favorites). I will try to include everyone's favorite fairy tail members in this fic, though I'm not sure how some of them will be worked into the story yet. Basically, the forms that the spirits take in the Eclipse Celestial Spirit arc of the show are their 'beastly' or 'disfigured' forms in this fic (some of them got the better end of the stick than others if you ask me *ahem, Leo*). I also wanted to remind you that Leo (the Beast) may seem a tad OOC, but please remember this is not _LOKE_ , it's _LEO_ from the ECS arc, he is much more serious, callous, and insensitive towards Lucy than Loke (this is the character that really inspired me to attempt this fanfic in the first place). **Also** , some things are subject to change, I will be exercising creative freedom with some of the rules concerning celestial magic to better suit this story. YE BE WARNED. Sorry for the long author's note, I promise this will be the only lengthy one. Anyway, enough yammering! Please enjoy, and if you have the time I would love to see some reviews!

P.S. I've never had a beta reader, but if anyone is interested hit me up!

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 **...**

A twinkling star looked down to see

a starfish swimming through the sea.

He said, _that fish looks just like me_

 _but I am still and she is free._

A spiny starfish gazed up high

at one gold star aflash in sky.

She said, _I wish that I could fly_

 _and hear old Moon's blue lullaby._

As intricate as ancient lace

these two stars echoed face-to-face

in satinwatersilkenspace

each one seeking its own place

 **...**

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 **Chapter One: Send Me on My Way**

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 _Katerina's hand flew to the hilt of her sword, her breathing even, though goosebumps peppered her arms and neck and her heart pounded wildly in her chest. This was it. The final battle. Every lost life, every fight, every sacrifice had led to this moment. Dried blood flaked off her knuckles as she silently unsheathed her weapon and leveled it at the man before her. She would not make the same mistakes she had made in the past._

 _He sneered at her, disdain and venom laced in his voice. "You haven't got it in you, love. You're weak. You've failed your family, your friends, and all the helpless people you swore to protect. Because of you, they will all die. Because you haven't got in you to do what it takes to kill a monster. You're going to throw all of their lives away to spare one man!" He cackled mercilessly, reveling in the pain shining in her wet eyes. "How could you be so selfish? Weighing the world against the hope that I will change and finding the latter more worth fighting for? Again and again you make the ignorant choice to spare my life." He narrowed his gaze dangerously. "This is the last time you will have the chance to make that decision. Once the spell is complete the world will be cast into darkness and I will be the supreme ruler of it all. Mark my words, not one soul will be spared, and you will be the first unfortunate person to fall victim to my power."_

 _She blinked away the tears threatening to betray her true feelings and ground her teeth together against the sound of his insults. A mouth that had once only ever offered kind and gentle words, now spoke twisted lies and abuse. She finally understood, she finally accepted the truth. All traces of the man she used to love were gone. A monster had taken over, and she knew what she had to do._

 _With blinding speed, Katerina hit her opponent square in the chest, knocking the wind from his lungs. She flung herself over the top of him, sword raised high above her head, as he laid sprawled, breathless and stunned on the stone floor. As her blade descended she met his eyes, almost hesitating when she saw his expression contort with acceptance and longing._ He wants this. _That was why she couldn't do it before. It was what stopped her every time. It was what convinced her that there was a whisper of her lover left in this empty vessel. If that was true, then he was a prisoner in his own body… so she would free him. The tears she had dammed up sprang forth with a vengeance. "Please, forgive me. I lo-"_

The tip of Lucy Heartfelia's pen jerked violently across the page as the train lurched without warning. _Dammit._ She growled in frustration at the angry ink stain, examining the damage ruefully. "That's like the hundredth time." she mumbled to herself. She knew better than to write on trains, or any moving way of transportation for that matter. Usually she let herself fall deep into the pages of a good book (preferably not one of her own creation), but she had been hit with such a wave of inspiration that she couldn't possibly wait until her arrival in magnolia to sit down at a table and conclude the last chapter of her latest novel. Not that anyone would ever see it, but the urge was all consuming when it hit, she simply couldn't deny it, even when she knew there was a better time and place to indulge in her favorite hobby. And she was especially excited about this story.

Lately her writing obsession had been attacking her with a vengeance. She blamed it on Fairy Tail. Just the thought of the infamous guild made her sigh with hope and fulfillment. She could already imagine the adventures she would be swept into, the new friends awaiting her, it would be a whole new life, the kind she'd always dreamed of. She had fantasized about joining them since she was a little girl. Though she still had her father and lived in the lap of luxury, Lucy hadn't felt like she'd had a home since her mother passed away. Reading all the stories about the guild members and seeing what an incredible family they were made her want to be a part of one again. Her excitement and anxiety could not be contained. She simply had to write or she felt like she would explode!

Reluctantly, she closed her notebook and stashed it in her messenger bag as the train pulled into a small town station. Shouldering her belongings, she filed off the train with the rest of the passengers. "Looks like we're taking a carriage from here" She mumbled to herself, absently fingering the ornate gold key hanging from a chain around her neck, the cool metal familiar and comforting against her skin. She picked up a snack at a quaint café and waited for her next ride on a bench, her butt going numb as she crossed her legs this way and that to keep her limbs from falling asleep. She was joined by several other strangers and made awkward, idle conversation with them until the carriage arrived. Lucy silently cheered to herself. _Next stop, Fairy Tail!_ Traveling was an adventure in itself, but if she never stepped foot in another train again it would be too soon. She was sick of lumpy booths and fast food, she couldn't wait to bury herself into a real, soft bed and stuff her face with a home cooked meal.

They waited patiently for the previous occupants to slither their way out of the carriage into tired and moody puddles before they piled in and prepared themselves for the cozy journey ahead. After an hour or so of travel, one of the passengers, a man a few years her senior with dark hair and a devilish smile, became particularly chatty. When he wasn't smiling at her as if he knew something she didn't, he was practically undressing her with his eyes. Lucy squirmed under his gaze, never meeting it and feigning intense interest in her nails and the repetitive scenery. _What a creep_.

Unfortunately, he decided to break the ice. "So, what's waiting for you in Magnolia blondie?"

She grimaced at the nickname, internally screaming profanities at him. She hated it when people took liberties like that, as if he was a longtime friend who had the right to address her so teasingly. And she really didn't appreciate people labeling her according to her hair color. However, a lifetime of putting up with blonde jokes and stereotypes had soothed her temper where idiots like this guy were concerned. She offered him a polite smile, albeit forced as it was. "Fairy Tail. I'm actually a wizard. A celestial wizard to be specific." Lucy sat up a little straighter, a grin tugging at the corners of her mouth. She had always been proud to carry on that part of her mother's legacy. Her type of magic was rare, she counted herself lucky to be able to claim the title celestial wizard, even if she only had one Zodiac key to her name.

"That so? No kidding. I'm a wizard myself you know. A dragon slayer actually. They call me Salamander."

Her eyes bugged out at this information. Dragon slayers were very powerful wizards, and were nearly just as rare as celestial ones. In fact, one of her favorite Fairy Tail members was a dragon slayer. "You wouldn't happen to know Natsu Dragneel would you?"

Lucy swore she saw Salamander scowl before he quickly regained his composure and shrugged indifferently. "Can't say I've ever heard of him. Sorry blondie."

She eyed him doubtfully. "Really? I thought everyone knew who he was." _How could you not? Especially if you're a 'dragon slayer' yourself,_ she wanted to add spitefully. It was painfully obvious this arrogant jerk knew _exactly_ who she was talking about. Jealous much?

He waved his hand dismissively. "I'm too busy to keep up with celebrity gossip."

"It's not celebrity gossip," She challenged defensively, her cheeks tinging pink when he quirked a brow at her tone. "Just because Natsu is famous that doesn't make him something as simple as a celebrity. He's much more than that. He's a hero!"

"He's a destructive little bastard is what he is!" Lucy's head nearly snapped off her neck she turned so fast to glare at the old woman across from her. The hag continued, pointing a bony shaking finger at the mage. "That flame for brains destroyed my village trying to take care of a simple pest problem. Charred the whole place black he was so careless. I would have rather kept the sea slugs and never asked for Fairy Tail's assistance! Biggest mistake we made was hiring that meathead!"

Lucy's nails dug crescent shapes into her palms as she tried to reign in her emotions. "Well, I'm sure he didn't mean it ma'am. But Fairy Tail has done a lot of good too. They've defeated more enemies and saved more lives than anyone can count." There was no way she was going to let these people get away with slandering her future guild's good name. She bristled when she felt Salamander pat her thigh.

"Easy blondie. We aren't trying to get you riled up." Lucy cut her gaze to his hand, which was lingering a little too long for her taste, not that she was fine with him ever touching her in the first place. "Let's talk about something else, huh?" He smiled and reclined against the seat, stretching his arm behind her head. _Yeah, this is definitely going to be long trip._

"So you're a celestial mage, huh? You guys are supposed to have spirits, right? You got any good ones?"

Lucy felt herself tense at his question, not sure if she should answer honestly… _this guy is a total creep, I don't want him know about Aquarius._ She instinctively lifted her hand to cover the key beneath her shirt. Not that the terrifying mermaid couldn't take care of herself, but Lucy was solely responsible for protecting the key that opened the Zodiac's gate, without it there wouldn't be a spirit to summon in the first place. And besides that, Aquarius was the only friend that she had, there was no way she was about to tell this cocky pervert that her traveling companion was a gorgeous, well-endowed celestial bombshell. The thought of him even saying her name made Lucy's skin crawl.

Salamander seemed to sense her unease, like a predator could sense its prey's hesitation. "Come on blondie, you can tell me. We aint got nothin' else to talk about."

 _How creepy._

"Yeah, I've got some nice silver keys." Hoping he'd take the hint that she wasn't interested in continuing the conversation, she turned her attention to the window. She was growing wearier by the second. This dude was totally exhausting her. She didn't know how much longer she could put up with his interrogation before she snapped. Briefly, she wondered if she was being too harsh on the stranger, maybe he was just genuinely curious. These people had put her in a really bad mood.

"What about them gold ones? What are those called? Zopelt keys or something?"

Lucy whipped around and observed the man carefully. _Okay, he is definitely fishing for information_. This wasn't just innocent chatter, she could feel it in her bones. "They're actually called Zodiac keys. And no, I don't have any." She looked away again, determined to ignore him for the rest of the trip. _I can't believe I just lied like that._ She fought the urge to nibble anxiously on her nails. This was weird. Why did she feel so funny? People didn't normally put her off like this. Lucy considered herself to be a very amiable person who was willing to at least try to get along with even the most unpleasant sort of characters, but there was something about this guy… like he had a bad aura. As if on cue, the atmosphere seemed to get dense, like there was a heavy, invisible force invading the carriage.

The old lad stirred, abruptly sitting up ramrod straight. "I just farted. And I was going to blame it on the blonde bimbo, but… for some reason, I didn't."

Lucy stared wide-eyed at the hag across from her, her mouth agape, one brow arched incredulously. She didn't know how to respond to that. The old woman's face turned the shade of a ripe tomato, and she began to fidget with the ratty purse on her lap. The middle-aged man sitting beside her, who had been pointedly ignoring everyone up until this point, scooted away from her in disgust. He observed her with a calculating expression, as if he was trying to gauge when her next assault would come.

"Um.. thanks?" Lucy's tongue felt thick. She wasn't sure whether she should be grateful that such a foul bodily function wasn't blamed on her, or that she should be insulted that the cankerous elderly woman had thought to accuse her to begin with. Lucy looked over at the supposed 'Salamander', her brow furrowed with suspicion. Things were getting weirder by the second and for some illogical reason she was sure he was responsible for causing all of the trouble, but he only shrugged, his mouth quirked as if he were amused.

The smell of rotten eggs began to permeate the carriage, causing Lucy to choke a little. She held her breath for as long as she could, wishing desperately that she could escape the confining space and take a big gulp of fresh, clean air.

"Dammit you ancient heifer. It smells like shit in here now!" The seemingly meek man that hadn't uttered a single word during the whole trip, clapped a hand over his mouth, like he couldn't believe he just said something so harsh.

Lucy watched the scene unfold in disbelief. What was going on?

The old woman scowled at him. "Piss off you balding virgin!"

His cheeks reddened at that. "How dare you! You decrepit knitting club reject! I'll have you know that I have two children!"

"HAA! You forgot to tell everyone their mother was a jackass!"

He glared at her murderously. "Like you're one to talk! You look like the end result of a bulldog screwing a prune!"

Salamander burst out laughing as the argument between the bickering passengers grew more heated with each insult. Pretty soon they were only a hairs width apart and looked as if they were ready to tear each other's throats out. Even the driver piped up at one point, yelling that no one better get any blood on the upholstery.

Lucy whined in a lame attempt to diffuse the situation. "Come on you guys! Why are you doing this?! There's no reason to fight!"

The couple turned on her, practically spitting in her direction. The gentleman snarled at her. "Stay out of this you top heavy trollop!"

The mage's mouth fell open in incredulity. "Screw you guys then, you can kill each other for all I care, at least there will be some peace and quiet!"

Salamander whistled lowly. "Geez blondie, that was a little insensitive."

Lucy whirled on him, her face wild with rage. "INSENSITIVE? YOU want to lecture ME about being insensitive? How about keeping your hands to yourself? How about not asking a stranger personal questions? How about not stigmatizing a girl you never met before because of her hair color? Call me blondie one more time and I'll have Aquarius flood you and those two squabbling morons right out of this carriage!" She hadn't taken a single breath during her barrage, and as a result her chest was heaving and drops of sweat began to dot on her forehead. _What the hell?_ It was like she had no control over what she was saying, as if she had no filter whatsoever.

Salamander leaned in close, the atmosphere suddenly taking on a dark quality. "Aquarius, that sounds real familiar… aint that a Zodiac spirit?"

Lucy felt the blood drain from her face. _Oh crap._ How could she have been so careless?! She wanted to backtrack, to claim that she was only kidding, that she didn't have a gold key, but she couldn't. It was like there were two dams in her, one that let out the truth, and one that let out the lies, and the latter was closed, leaving the first wide open and working overtime. She bit her lips in an attempt to fight the urge to admit she was in fact in possession of a Zodiac key. As of the moment, her threats were empty. There wasn't a drop of water anywhere in sight, and she was in no position to open the mermaid's celestial portal.

She found herself nodding in answer to his previous question. What was wrong with her?! What the hell was going on? Lucy got more freaked with each silent passing moment.

He cocked his head to the side and squinted at her, clearly enjoying watching her squirm. "That's funny, I thought you said earlier that you didn't have any Zodiac keys?"

Lucy squeezed her eyes shut as dread began to fill her. Something bad was about to happen. She nodded again, unable to stop herself.

He sat back, frowning. "Hm, so you lied to me before?" She nodded again, getting more angry and confused with herself. "How could ya blondie? I thought we were pals."

She turned away from him, her body stiff as she racked her brain frantically for a solution to her rapidly evolving predicament. This man was definitely a wizard, but she was almost certain he wasn't a dragon slayer. No. Perhaps he also owned a magical item, one that granted him some kind of authority to make people tell him the truth? It seemed that even though he wanted others to be transparently honest with him, he lied harder than a rug on a floor….

He put one of his heavy arms around Lucy, bringing his other hand up to her face. "You see this ring?" The older mage rotated the gold band on his index finger, a large green stone reflecting what little was left of the daylight sifting through the compartment. "This gives me the power to make people tell me whatever I want to know." Lucy's blood froze as the severity of what was happening began to register.

The next few seconds transpired in a blur. One minute the carriage was moving at a consistent, jarring pace, and the next she heard maybe half a dozen voices outside including a short yelp from the driver. She was thrown forward out of her seat as the carriage slammed to an unexpected halt. After she shakily regained her balance Lucy found she was practically smothering the old woman.

"Get off of me you fat hussy!" The wrinkly lady began attacking her with a volley of weak (but rather bony) punches. Lucy untangled herself from the woman and leaned back, shielding her head with her hands.

"I didn't mean it, for cripes sake! I thought grandmas were supposed to be sweet and gentle!"

The woman scoffed and boxed her in the ear for good measure. "Who are you calling grandma? I'm not a day over thirt-" She looked like she was suddenly sucking on an invisible lemon, and lamented after several moments of intense internal struggle. "Well, damn." It seemed despite her valiant effort, she couldn't exaggerate her youth in such close range of that wicked ring.

Lucy scowled at her and glanced at the middle aged man, who looked disheveled and a little bit frightened, but thankfully didn't appear to be physically hurt. It was then she was reminded she should probably be trying to figure out was going on. She peered out the nearest window. _Perfect,_ she mused glumly. They were in the middle of a creepy, dead looking forest. She shrank back when she thought she saw a burly figure dart just below her nose. Lucy turned to look at Salamander, who was reclined against his seat, watching her with a self-satisfied smirk plastered on his face.

"What the hell are you looking at?" She probed her head gently, wincing when she pressed on a tender spot.

He laughed. "I'd watch my tongue if I were you. This is a robbery blondie, so if you want to make it out of this unharmed, I suggest you be extra nice."

Lucy's eyes went wide at that. "A robbery?" She shrieked.

Salamander flinched at her high pitched tone. The door to the carriage was flung open then to reveal a band of brawny, stereotypical, dirty looking criminals. Lucy gulped thickly and retreated until her back was against the opposite wall of the carriage. She clutched the gold key concealed beneath her shirt with so much force she thought the metal would bite through her fabric and cut off her fingers.

The old woman raised her tiny fists, shaking them at their assailants. "Get outta here you ruffians! And take that loud floozy with you!"

Lucy shot the hag a death glare. "Why don't you shut your mouth you smelly old bat?"

"Enough! Everyone be quiet!" Salamander pulled a gun from his waistcoat, letting his aim linger on each of them until it finally settled on Lucy. Even the ill-mannered elderly lady quieted down in the presence of the weapon. The heavy weight of fear lodged in Lucy's stomach, she felt like she was going to toss her cookies. "As I was saying Blondie, this ring grants me the power to make others tell the truth. So it comes in handy when I'm trying to scope out someone worth stealing from." He grinned at her and held out his hand. "Now, if you'll kindly hand over your valuables."

Lucy gulped, trying to keep her heart from clawing its way out of her throat, _this is not good._

"You can't have my teeth!" The old woman clamped her hands determinedly over her mouth.

Salamander rolled his eyes in exasperation. "Nobody wants your nasty dentures you old bitch. Now quit talking or I'll fill your mouth full of lead."

Lucy glared at the other wizard. Currently, she didn't like a single person she was sharing this carriage with, but she couldn't stand that he was threatening the defenseless woman so roughly. She had to gnaw on the inside of her cheek to keep from hurling a string of curses at him that would have made a sailor blush.

His partners laughed and started chucking the luggage off the top of the carriage, sorting through their belongings, carelessly tossing things they didn't like and pocketing anything shiny. One of them reemerged in the doorway of the carriage, stretching a pair of Lucy's black lacy panties in front of him. "Hey boss, someone's a naughty girl."

Lucy blushed furiously. "Hey you pervert, put those back!" She glared daggers at the man, despite his obvious upper hand in the situation.

Salamander smirked at his friend, then directed his attention to Lucy. "You've got some balls blondie, I'll give you that. It's no wonder you got your hands on a Zodiac key." His gaze dropped to the hand she still had clutched protectively over her chest. He raised his gun a little higher, the barrel inches from her nose. His amusement faded into dark sincerity. "I'm only gonna ask nicely once. Hand. It. Over."

Lucy balked, regarding him hatefully. "That didn't _sound_ very nice." She regretted the sarcastic remark the moment it came out of her mouth. With a growl, Salamander lunged forward and grabbed her by the bicep, wrenching her up and dragging her out of the carriage literally kicking and screaming. She yelled for the others to help her, but they only watched, mute and cowering, as she was flung hard to the ground. Sharp rocks and brittle weeds cut into her knees and palms as she barely managed to catch herself before breaking her fall with her face. When she pushed herself up on her elbows, she caught a glimpse of the small body of their driver laying still in the middle of the road. She paled, having just enough time to think, _t_ _his can't be happening,_ when suddenly there was a fist wrapping itself in her ponytail and her head was yanked back sharply. She cried out weakly as a searing pain shot through her neck.

Salamander towered over her, spitting his words at her through bared teeth. "I said I was only going to ask nicely once."

She clawed at his hands, whimpering when he pulled her hair so hard she thought he was going to rip her scalp off. "Please, I have money. You can take it. Take everything, but please, don't ask me to give you my keys." She was begging now, her attitude taking a back seat to panic. This wasn't a battle she could win with feminine wiles or sarcasm. Her only hope was that this man might have a shred of human decency in him. "They're all I have. Please." Tears seeped out of the corners of her eyes as her pain tolerance weakened tenfold.

He jerked on her hair again. "I aint asking you anymore blondie. I'm just going to take it now."

As he let go of her hair and went to plunge his hand into her shirt, Lucy's adrenaline spiked drastically. Her brain switched to autopilot and took total control of her body. Lucy shot up directly, ramming the top of her head straight into the underside of Salamander's jaw. He wailed in pain, cradling his face in one hand while trying to juggle the burden of his gun in the other. She took that window of opportunity to knee him with every ounce of strength she had directly between his legs. She didn't have time to waste watching him crumple to a useless heap in the road, she was too busy trying to dodge his goonies. Luckily they were all fat and slow, and despite the old woman's accusations, Lucy was quite small and nimbly wove her way through the net of their meaty arms and groping fingers.

Once she was free from the circle of crooks, she took off at a dead sprint into the woods, arms pumping at her sides. She felt a wave of guilt wash over her when she realized she left the old woman and the man behind to fend for themselves, but keeping her spirit safe was her top priority. Until she ran into some water to activate her key, she couldn't help them anyway. Any thoughts she had left of those two were crushed when she heard Salamander's men crashing through the forest in pursuit of her. She kicked herself into a higher gear, leaping over fallen trees and ducking underneath low hanging branches. She tripped on several occasions in her frantic and sloppy attempt at escape, but recovered quickly every time. This forest was dense, thick with vines, thorns, and brush. As big as those men were they would have a hard time catching up to her, or at least she hoped that much.

Her lungs started to burn and her sides felt like they were splitting apart. _I am soooo out of shape._ She wasn't used to running, especially not so fast for so long. She knew her adrenaline was on its last leg, and despite the fact that she had a decent lead she couldn't keep it forever, and her attackers weren't throwing in the towel any time soon. Eventually they would catch up to her. Lucy scanned her surroundings desperately for a water source. A river, a stream, hell, even a puddle would suffice! But there wasn't a drop of water to be found in this wretched place. In her distraction, Lucy tripped hard over a log, slamming face first into the ground. Twigs and weeds lodged in her hair and stabbed at her front, slicing open her cheeks and lip, but that wasn't the worst of it. When she got up to take off again, she nearly fell back down, her right leg unable to support any weight. "Crap!" She whimpered to herself, examining her sprained ankle in dismay. She started when she heard her pursuers yell for her, they were much closer now. She forced herself to run as fast as she could, trying but failing to ignore the pain pounding in her lower leg. With every step she took her ankle grew warmer and warmer, until she felt like it was melting from the inside out. The closer their jeers and howls got, the more frantic Lucy became.

The adrenaline was wearing off, fatigue and fear taking its place. She started to shout for help. It sounded pathetic and silly to her, even in such a dire situation. How deep into the woods was she now? But as Lucy tightly clutched the golden key around her neck, she was resolved to do everything she could to protect her spirit. She wouldn't let Aquarius fall into the hands of those scumbags, the mere thought of them putting their disgusting fingers on her key turned her stomach. Even if it meant sacrificing her dignity, though there was no one around to see it, Lucy had to do everything in her power to keep her friend safe

"Please! Someone help me! Anyone! Pleeease!" She screamed her pleas until the back of her throat was raw and bloody. She yelped in surprise when a tree not three feet in front of her exploded into tiny shards, stopping fleetingly in shock. They were shooting at her now.

Her chasers laughed wildly. "We're comin' for ya blondie!" "Give us the fucking key!"

Her heart pounded in her ears and she took off again. _Just keep running. Don't listen to them. Just keep moving!_ They started popping off rounds arbitrarily, leading Lucy to conclude they didn't care about keeping her alive anymore. They just wanted the priceless magical item hanging from her neck. Irony was a damn bitch. Lucy wanted to cry in frustration. If only she had some water! Or a Zodiac spirit that didn't require some random element to be summoned. She had the most powerful creature she had ever known just waiting to be called to her side, and she couldn't do a freaking thing because she didn't have-

That last thought was cut off as she came to a screeching halt, narrowly stopping herself from running right off a cliff. She wobbled back and forth over the edge for an extended minute, arms flailing wildly, until she finally regained her balance. It was a straight drop down about 100 feet, and wouldn't you know it, at the very bottom ran a muddy river. She hit her knees, tears flowing freely now. "Dammit! I can't get down there." She blinked through her blurred vision, trying in vain to come up with a strategy to get to the river. The only thing she could think to do was jump, but she was pretty sure she'd die. She scanned the valley beneath her, her eyes shining with hope when her gaze fell on the hulking structure of a massive castle. However, that hope quickly died when she realized there was no way anyone would be able to hear her from there. Though it couldn't have been buried deeper than a half mile into the valley, it might as well have been on another continent. Besides that, despite the moon being the only source of light, it looked to be in ruin, and entirely unoccupied. It wasn't like anyone could get to her fast enough to help anyway.

She heard the men crash through the woods just behind her, and before she could even get up to run, they burst from the tree line.

 _No!_

She scrambled backwards, mindful of the edge of the cliff. She was trapped. There were four of them, and she wondered for a split second if she looked half as torn up as they did. Malice and vengeance practically rolled off of them in waves, she was sure they didn't like having to chase her through a forest packed with thorns. "P-please, don't do this." Her voice broke feebly, fat tears rolling down her cheeks.

The largest of the group advanced on her quickly, "You made us chase you through these dammed cursed woods, now give us the key." He grabbed her roughly by the shoulders and shook her hard. "Where is it you little bitch!"

She shook her head, her hand still wrapped tightly around her most precious possession. As dense as he looked, he must have figured out where it was, because his sticky fingers suddenly wrapped around Lucy's small fist. He pried it open, nearly breaking her wrist in the process, to reveal a delicately carved Zodiac key. As he wrenched it from her hand Lucy took in a large gulp of air and let out a blood curdling scream. The whole forest seemed to shiver and stir, birds abruptly took flight and squirrels darted up into the safety of the treetops. The man restraining her scowled, resisting the urge to let her go and cover his ears. He shook her again, this time by the throat. "Shut the hell up! It's just a fucking key!"

Lucy's scream was choked off as she clawed for the key her captor held just out of reach. _No, Aquarius! No! No! No!_ He threw her to the ground then, her body seized in a coughing fit. She didn't give him a second glance, hardly bothered to care as he raised his gun and pointed it directly at her face. The sight of her key in his hands nearly destroyed her. Lucy had failed her only friend in the world. She felt her heart break into a million pieces as she loudly sobbed for her spirit. "Please, give her back to me. Please!"

The man smirked cruelly, "Night night bitch." He pulled the hammer back, cocking the gun. Lucy hung her head in defeat, watching numbly as her tears plopped on the backs of her hands, expanding in small pools in the dried blood and dirt smeared on her skin. She braced herself for her death, not caring to live anyway if she couldn't have her spirit by her side.

And then, the gunman fell through a hole.

It appeared out of nowhere. Large, dark, and gaping. The gun and the key flew up and out of his hand as he rocketed down into oblivion, his screams echoing for what seemed like eternity. Lucy's head snapped up, her eyes following the glinting path her Zodiac key cut through the night. It was snatched out of the dark by a pale, dainty hand, which belonged to a pink haired woman clothed in a black leather outfit, a whip connected to her belt. She inspected the key with intense interest, and then looked to Lucy, cocking her head to the side. Lucy's jaw was hanging slack in astonishment, _where did she come from?_ Her rescuer (she hoped) swiveled around, observing what was left of Lucy's attackers. They regarded her warily, their guns at the ready.

To Lucy's surprise, they were all visibly shaking. "It's one of them. I've heard of this monster! She sends people to hell! A demon! I told you this forest was cursed!"

The brutes started to back up, one of them stuttering out a plea. "We don't want no trouble. We'll be leaving now." He held up one of his hands in surrender, though the other had a death grip on his small firearm, making him a walking contradiction.

The pink haired woman narrowed her eyes sharply. "No. You won't be leaving." Despite her petite frame, she exuded indisputable authority. She held the key up. "Who does this belong to?"

All three of the men simultaneously pointed accusing fingers at Lucy, who was still shocked to the core and unmoving. The woman once again looked to the blonde mage and studied her calculatingly. "Yes, I can sense your magical energy," She mused thoughtfully. She seemed to be engaging in an internal battle of wills. For many minutes, no one moved a muscle, and then finally, the pink haired woman clapped her hands decisively. "Alright then." Lucy swallowed thickly, w _hat the hell is going on?_ She smiled, a little creepily at Lucy, and spun around again to face the cowering men rendered immobile and terrified in her presence.

One of the goons wet his lips nervously, his brows knitted in worry. "So, c-can we g-go now?"

The woman did a bit of a double take, as if she thought the answer should have been obvious. "Of course not," She said slowly, and then quickly perking up, a feral grin stretching from ear to ear, "It's punishment time."

* * *

 **A/N:** And thus, the first chapter is concluded! *squeals in excitement* Aint Virgo just a total badass? I've always like this particular spirit (despite her weird obsession with pain) I can't wait to develop Lucy's relationship with her! Anyways... review please? :) bye for now!


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